Exhibit 10.36


 


AGILENT TECHNOLOGIES, INC.


 


2009 Stock Plan


Stock Award Agreement (“Award Agreement”)


Under


The Long-Term Performance Program


 


Section 1.              Grant
of Stock Award.  This Stock Award Agreement, dated as of the
date of grant indicated in your account maintained by the company providing
administrative services in connection with the Plan (as defined below) (the “External
Administrator”), is entered into between Agilent Technologies, Inc. (the “Company”),
and you as an individual who has been granted Restricted Stock Units (the “Awardee”)
pursuant to the Agilent Technologies, Inc. 2009 Stock Plan (the “Plan”).  This Stock Award represents the right to
receive  the number of shares of
the Company’s $0.01 par value voting common stock indicated in the Awardee’s External
Administrator account subject to the fulfillment of the conditions set forth
below and pursuant to and subject to the terms and conditions set forth in the
Plan, the Long-Term Performance Program (“LTPP”) and the administrative rules thereunder.  Capitalized terms used and not otherwise
defined herein are used with the same meanings as in the Plan.


 


Section 2.              Performance
Period.  This Stock Award shall vest upon the
achievement of Objective Business Criteria (as set forth below) over a period
of three years from the date stated in Section 1 above.


 


Section 3.              Objective
Business Criteria.  This Stock Award shall not vest and no shares
of Common Stock will be issued to the Awardee until the Committee has certified
in writing that the Objective Business Criteria set forth under the LTPP have
been achieved or exceeded.


 


Section 4.              Nontransferability
of Stock Award.  This Stock Award shall not be transferable by
Awardee otherwise than by will or by the laws of descent and distribution.  The terms of this Stock Award shall be
binding on the executors, administrators, heirs and successors of Awardee.


 


Section 5.              Termination
of Employment or Service.


 


(a)           An Awardee who, whether
voluntarily or involuntarily, terminates from the Company or otherwise ceases
to be employed in a participating position at any time during a Performance
Period, shall not be eligible to receive a payout except as set forth in this Section 5.  Except as provided in this Section 5, in
order to receive payment of the Stock Award upon vesting, the Awardee must be
listed on the payroll of the Company or an Affiliate on the date when the Stock
Award is paid out.  Except as the
Committee may otherwise determine, termination of Awardee’s employment or
service for any reason shall occur on the date such Awardee ceases to perform
services for the Company or any Affiliate without regard to whether such
Awardee continues thereafter to receive any compensatory payments therefrom or
is paid


 


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salary thereby in lieu
of notice of termination or, with respect to a member of the Board who is not
also an employee of the Company or any Subsidiary, the date such Awardee is no
longer a member of the Board.


 


(b)           An Awardee who dies or
terminates employment as a result of becoming totally and permanently disabled
during a Performance Period shall have paid to his or her estate or designated
beneficiaries or, in the case of disability, either (i) him or her or (ii) his
or her legally appointed guardian, at the end of the Performance Period, a
payout based on the full amount of the specified percentage of the Target Award
determined by the Committee under Section 3 for the full Performance
Period; except that, with respect to any Performance Period in which such death
or termination of employment occurs during the first 12 months of the
Performance Period, the payout for such Performance Period shall equal an
amount calculated by multiplying (a) the Award determined under Section 3
for the full Performance Period times (b) a fraction, the numerator of
which is the number of days from the beginning of the Performance Period to the
date of such death or termination of employment, and the denominator of which
is the number of days in the 12-month period.


 


(c)           Unless otherwise
required under local law, an Awardee who retires (in accordance with the
Company’s then current retirement policy) during a Performance Period shall, at
the end of the Performance Period, be entitled to receive his or her Long-Term
Performance Program payout based on the full amount of the specified percentage
of the Target Award determined by the Committee under Section 3 for the
full Performance Period; except that, with respect to any Performance Period in
which such retirement occurs during the first 12 months of the Performance
Period, the payout for such Performance Period shall equal an amount calculated
by multiplying (a) the amount determined 
under Section 3 for the full Performance Period times (b) a
fraction, the numerator of which is the number of days from the beginning of
the Performance Period to the date of such retirement, and the denominator of
which is the number of days in the 12-month period.


 


(d)           An Awardee who is
demoted from eligibility and accordingly ceases to be employed in a
participating position at any time during a Performance Period shall, at the
end of the Performance Period, be entitled to receive his or her Long-Term
Performance Program payout based on the full amount of the specified percentage
of the Target Award determined by the Committee under Section 3 for the
full Performance Period; except that, with respect to any Performance Period in
which such demotion occurs during the first 12 months of the Performance
Period, the payout for such Performance Period shall equal an amount calculated
by multiplying (a) the amount determined 
under Section 3 for the full Performance Period times (b) a
fraction, the numerator of which is the number of days from the beginning of
the Performance Period to the date of such demotion, and the denominator of
which is the number of days in the 12-month period.


 


(e)           An Awardee who
terminates employment at any time during a Performance Period under a Workforce
Management Program of the Company or its Subsidiary shall, at the end of the
Performance Period, be entitled to receive his or her Long-Term Performance
Program payout based on the full amount of the specified percentage of the
Target Award 


 


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determined by the
Committee under Section 3 for the full Performance Period; except that,
with respect to any Performance Period in which such termination of employment
occurs during the first 12 months of the Performance Period, the payout for
such Performance Period shall equal an amount calculated by multiplying (a) the
amount determined  under Section 3
for the full Performance Period times (b) a fraction, the numerator of
which is the number of days from the beginning of the Performance Period to the
date of such termination of employment, and the denominator of which is the
number of days in the 12-month period.


 


(f)            In the event of a Change
In Control of the Company (as defined in Section 18(c) of the 2009
Stock Plan or any successor), an Awardee shall, at the earlier of the end of the
Performance Period or the termination date of the LTPP, be guaranteed to
receive a Long-Term Performance Program payout that is equivalent to the
greater of the Target Award or the accrued amount of the payout (i.e., the
amount accrued as the expected liability for this LTPP by the Company’s
corporate finance department); except that, with respect to any Performance
Period in which such Change in Control occurs during the first 12 months of the
Performance Period, the payout for such Performance Period shall equal an
amount calculated by multiplying (a) the amount determined  herein times (b) a fraction, the
numerator of which is the number of days from the beginning of the Performance
Period to the date of such Change in Control, and the denominator of which is
the number of days in the 12-month period.


 


Section 6.              Restrictions
on Issuance of Shares of Common Stock.  The Company shall not be obligated to issue
any shares of Common Stock pursuant to this Stock Award unless the shares are
at that time effectively registered or exempt from registration under the U.S.
Securities Act of 1933, as amended, and, as applicable, local laws.


 


Section 7.              Responsibility for Taxes.  Regardless
of any action the Company  or
Awardee’s employer (the “Employer”) takes with respect to any or all income tax,
social insurance, payroll tax or other tax-related withholding (the “Tax-Related
Items”), Awardee acknowledges that the ultimate liability for all Tax-Related
Items legally due by Awardee is and remains Awardee’s responsibility and that
the Company and/or the Employer (1) make no representations or
undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of the Stock Award, including the grant and vesting of the
Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to
the Stock Award and the receipt of any dividends or other distributions, if
any; and (2) do not commit to structure the terms of the grant or any
aspect of the Stock Award to reduce or eliminate Awardee’s liability for
Tax-Related Items.


 


Awardee authorizes the
Company and/or the Employer to, in the sole discretion of the Company and/or
the Employer, withhold all applicable Tax-Related Items legally payable by
Awardee from Awardee’s wages or other cash compensation paid to Awardee by the
Company and/or the Employer, within legal limits, or from proceeds of the sale
of shares of Common Stock. 
Alternatively, or in addition, if permissible under local law, the
Company may in its sole discretion (1) sell or arrange for the sale of
shares of Common Stock that Awardee acquires to meet the withholding obligation
for Tax-Related Items, and/or (2) withhold in shares of Common Stock,
provided that the Company only withholds the amount of shares of Common Stock 


 


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necessary to satisfy the
minimum withholding amount.  Finally,
Awardee shall pay to the Company or the Employer any amount of Tax-Related
Items that the Company or the Employer may be required to withhold as a result
of Awardee’s participation in the Plan or Awardee’s acquisition of shares of
Common Stock that cannot be satisfied by the means previously described.  The Company may refuse to deliver the shares
of Common Stock if Awardee fails to comply with Awardee’s obligations in
connection with the Tax-Related Items as described in this section.


 


Section 8.              Adjustment.  The number of shares of Common Stock subject
to this Stock Award and the price per share, if any, of such shares may be
adjusted by the Company from time to time pursuant to the Plan.


 


Section 9.              Nature of the Award.  By accepting this Stock
Award, Awardee acknowledges that:


 


(1)           the Plan is established
voluntarily by the Company, it is discretionary in nature and it may be
modified, amended, suspended or terminated by the Company at any time, unless
otherwise provided in the Plan and this Award Agreement;


 


(2)           the grant of the Stock Award
is voluntary and occasional and does not create any contractual or other right
to receive future grants of Stock Award, or benefits in lieu of Stock Awards,
even if Stock Awards have been granted repeatedly in the past;


 


(3)           all decisions with respect
to future Stock Award grants, if any, will be at the sole discretion of the
Company;


 


(4)           participation in the Plan
shall not create a right to further employment with the Employer and shall not
interfere with the ability of the Employer to terminate Awardee’s employment
relationship at any time;


 


(5)           participating in the Plan is
voluntary;


 


(6)           the Stock Award is an
extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer, and which is
outside the scope of Awardee’s employment contract, if any;


 


(7)           the Stock Award is not part
of normal or expected compensation or salary for any purposes, including, but
not limited to, calculating any severance, resignation, termination,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services to the Company or
the Employer;


 


(8)           in the event Awardee is not
an employee of the Company, the Stock Award will not be interpreted to form an
employment contract or relationship with the Company; and furthermore, the
Stock Award will not be interpreted to form an employment contract with the
Employer or any subsidiary or affiliate of the Company;


 


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(9)           the future value of the
underlying shares of Common Stock is unknown and cannot be predicted with
certainty;


 


(10)         if Awardee accepts the Stock
Award and obtains shares of Common Stock, the value of those shares of Common
Stock acquired may increase or decrease in value;


 


(11)         in consideration of the
grant of the Stock Award, no claim or entitlement to compensation or damages
shall arise from termination of the Stock Award or diminution in value of the
Stock Award or shares of Common Stock acquired under the Stock Award resulting
from termination of Awardee’s employment by the Company or the Employer and
Awardee irrevocably releases the Company  and
the Employer from any such claim that may arise;


 


(12)         by accepting the grant of
this Stock Award, the Awardee and the Company agree that this Stock Award is
granted under and governed by the terms and conditions of the Plan and this
Award Agreement, and the Awardee acknowledges that he or she agrees to accept
as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Award Agreement; and


 


(13)         the Awardee acknowledges
that this Award Agreement is between the Awardee and the Company, and that the
Awardee’s local employer is not a party to this Award Agreement.


 


Section 10.  Data
Privacy.  The Awardee explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of
the Awardee’s personal data as described in this document by and among, as
applicable, the Company, the Employer and the External Administrator for the
exclusive purpose of implementing, administering and managing Awardee’s
participation in the Plan.


 


Awardee
hereby understands that the Company and the Employer hold certain personal
information about the Awardee, including, but not limited to, Awardee’s name,
home address and telephone number, date of birth, or other identification
number, salary, nationality, job title, any shares of stock or directorships
held in the Company, details of all Stock Awards or any other entitlement to
shares of Common Stock awarded, canceled, exercised, vested, unvested or
outstanding in the Awardee’s favor, for the purpose of implementing,
administering and managing the Plan (“Data”). 
Awardee hereby understands that Data may be transferred to any third
parties (including the External Administrator) assisting in the implementation,
administration and management of the Plan, that these recipients may be located
in Awardee’s country or elsewhere, such as outside the European Economic Area and
that the recipient’s country may have different data privacy laws and
protections than Awardee’s country.  All
such transfers of Data will be in accordance with the Company’s Privacy Policies
and Guidelines.  Awardee hereby
understands that Awardee may request a list with the names and addresses of any
potential recipients of the Data by contacting Awardee’s local human resources
representative.  Awardee authorizes the
recipients to receive, possess, use, retain and transfer the 


 


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Data,
in electronic or other form, for the purposes of implementing, administering
and managing the Awardee’s participation in the Plan, including any requisite
transfer of such Data as may be required to a broker or other third party with
whom Awardee may elect to deposit any Common Stock acquired upon vesting of the
Stock Award.  Awardee hereby understands
that Awardee may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing Awardee’s local human resources representative.  Awardee hereby understands, however, that
refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability
to participate in the Plan.  For more
information on the consequences of Awardee’s refusal to consent or withdrawal
of consent, Awardee understands that he or she may contact his or her human
resources representative responsible for Awardee’s country at the local or
regional level.


 


Section 11.            No Rights Until Issuance.  Awardee shall have no rights hereunder as a
shareholder with respect to any shares subject to this Stock Award until the
date that shares of Common Stock are issued to the Awardee.  The Committee in its sole discretion may
substitute a cash payment in lieu of shares of Common Stock, such cash payment
to be equal to the Fair Market Value of the Shares on the date that such Shares
would have otherwise been issued under the terms of the LTPP.


 


Section 12.            Administrative
Procedures.  Awardee agrees to follow the
administrative procedures that may be established by the Company and/or its
designated broker for participation in the Plan which may include a requirement
that the shares issued upon vesting be held by the Company’s designated broker
until the Awardee disposes of such shares. 
Awardee further agrees that the Company may determine the actual method
of withholding for Tax-Related Items as described in Section 7 above.  The method for acceptance of this Award will
vary in accordance with local law. 
Depending upon the country in which the Awardee works, he or she will
either have to use the electronic process set forth on the External Administrator’s
website and/or sign a hard-copy of the Award Agreement and then return it to
the Agilent Shareholder Records Department.


 


Section 13.            Governing Law and Venue.  This Award Agreement shall
be governed by and construed according to the laws of the State of Delaware
without regard to its principles of conflicts of laws as provided in the Plan.  Any proceeding arising out of or relating to
this Award Agreement or the Plan may be brought only in the state or federal
courts located in the Northern District of California where this grant is made
and/or to be performed, and the parties to this Award Agreement consent to the
exclusive jurisdiction of such courts.


 


Section 14.            Amendment.  This Stock Award may be amended as provided
in the Plan and the LTPP.


 


Section 15.            Language.  If the Awardee has received this or any other
document related to the Plan translated into a language other than English and
if the translated version is different than the English version, the English
version will control.


 


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Section 16.            Electronic Delivery.  The Company may, in its sole
discretion, decide to deliver any documents related to the Stock Award granted
under (and participation in) the Plan or future awards that may be granted
under the Plan by electronic means or to request the Awardee’s consent to
participate in the Plan by electronic means. 
The Awardee hereby consents to receive such documents by electronic
delivery and, if requested, to agree to participate in the Plan through an
on-line or electronic system established and maintained by the Company or
another third party designated by the Company.


 


Section 17.            Severability.  The provisions of this Award Agreement are
severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.


 


Section 18.            Section 409A
of the Code.


 


(a)           This Stock Award shall be administered, interpreted,
and construed in a manner that does not result in the imposition on the Awardee
of any additional tax, penalty, or interest under Section 409A of the
Code.  The preceding provision, however,
shall not be construed as a guarantee any particular tax effect and the Company
shall not be liable to the Awardee any payment made under this Stock Award that
is determined to result in an additional tax, penalty, or interest under Section 409A
of the Code, nor for reporting in good faith any payment made under any Award
as an amount includible in gross income under Section 409A of the Code.


 


(b)           “Termination of employment,” “resignation,” or words
of similar import, as used in this Stock Award means for purposes of payments
under this Award that are payments of deferred compensation subject to Section 409A
of the Code, the Awardee’s “separation from service” as defined in Section 409A
of the Code. To the extent any payment or settlement is a payment of deferred
compensation subject to Section 409A of the Code, the payment date for
purposes of Section 409A shall be the calendar year following the year in
which the Performance Period ends.


 


(c)           To the extent any payment or settlement that is a
payment of deferred compensation subject to Section 409A of the Code is
contingent upon a “change in control,” such payment or settlement shall only
occur if the event giving rise to the change in control would also constitute a
change in ownership or effective control of the Company, or a change in the
ownership of a substantial portion of the assets of the Company, within the
meaning of Section 409A of the Code. 
The vesting of any Award shall not be affected by the preceding
sentence.


 


(d)           If a payment obligation under this Stock Award arises
on account of the Awardee’s separation from service while the Awardee is a “specified
employee” (as defined in Section 409A of the Code), any payment of “deferred
compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1),
after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through
(b)(12)) that is scheduled to be paid within six (6) months after such
separation from service shall accrue without interest and shall be paid within
15 days after 


 


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the end of the six-month period beginning on the date
of such separation from service or, if earlier, within 15 days after his or her
death.


 


Section 19.            Recoupment.  This Stock Award is subject to
the terms of the Agilent Technologies Executive Compensation Recoupment Policy
in the form approved by the Committee as the date of grant (the “Policy”), if
and to the extent that the Policy by its terms applies to the Stock Award and
the Awardee; and the terms of the Policy as of the date of grant are
incorporated by reference herein and made a part hereof.


 


Section 20.            Entire
Agreement.  The Plan is incorporated herein by
reference.  The Plan, the LTPP and this
Award Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Awardee with respect to the
subject matter hereof, and may not be modified adversely to the Awardee’s
interest except by means of a writing signed by the Company and the Awardee.


 


	
   

  	
  AGILENT TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William P. Sullivan

  
	
   

  	
  William P. Sullivan

  
	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ D. Craig Nordlund

  
	
   

  	
  D. Craig Nordlund

  
	
   

  	
  Senior Vice President,
  General Counsel and Secretary

  



 


Accepted
and agreed as to the foregoing:


 


AWARDEE


 


	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date
  Employee Number

  	
   

  



 


 


As
of December 2007, a hard-copy signature is required in the following
countries:


Brazil,
Germany, India, Israel, Italy, Japan, Malaysia, the Netherlands, Singapore,
Spain, and Switzerland. France and the United Kingdom must use country-specific
award agreements.


 


Please
fax all pages to Shareholder Records, fax number: (408) 345-8237


 


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PRINT AND KEEP A COPY FOR YOUR RECORDS


 


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